Exhibit 1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            THE PENN TRAFFIC COMPANY


This Amended and Restated Certificate of Incorporation amends and restates the
Certificate of Incorporation of the Corporation originally filed April 22, 1992,
as amended, pursuant to Section 245 of the General Corporation Law of Delaware.

1. Name. The name of the corporation is The Penn Traffic Company (the
"Corporation").

2. Address; Registered Office and Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington 19801, County of New
Castle; and its registered agent at such address is Corporation Trust Company.

3. Purpose. The purpose of the Corporation is to engage in, carry on and conduct
any lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law (as amended from time to time, the "DGCL").

4. Number of Shares. The total number of shares of stock that the Corporation
shall have authority to issue is One Million (1,000,000) shares of Preferred
Stock of $.01 par value per share (the "Preferred Stock") and Thirty Million
(30,000,000) shares of Common Stock of $.01 par value per share (the "Common
Stock"). Each share of Common Stock, $1.25 par value, per share, issued and
outstanding or held in treasury immediately prior to the effectiveness of this
Amended and Restated Certificate is automatically and without any further action
by the Corporation or the holders thereof converted to 0.01 shares of Common
Stock upon the filing of this Amended and Restated Certificate.

To the extent required by section 1123(a)(6) of the U.S. Bankruptcy Code (11
U.S.C. ss. 1123(a)(6)), no nonvoting equity securities of the Corporation shall
be issued. This provision shall have no further force and effect beyond that
required by section 1123(a)(6) and is applicable only for so long as such
section is in effect and applicable to the Corporation.

5. Preferred Stock. The Board of Directors is expressly authorized, by
resolution or resolutions, to provide for the issue of all or any shares of the
Preferred Stock, in one or more series, and to fix for each such series such
voting powers, full or limited or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereon, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such series (a "Preferred Stock Designation") and as
may be permitted by the DGCL. The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of a majority of the holders of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors (the "Voting
Stock") voting together as a single class, without a separate vote of the
holders of the Preferred Stock, or any series thereof, unless a vote of any such
holders is required pursuant to any Preferred Stock Designation.

6. Common Stock. Except as otherwise provided by law or as otherwise provided
in any Preferred Stock Designation, the holders of the Common Stock shall
exclusively possess all voting power and each share of Common Stock shall have
one vote.

7. Provisions Relating to Limitation on Stockholder Rights Plan. Notwithstanding
any other powers set forth in this Amended and Restated Certificate of
Incorporation, the Board of Directors shall not adopt a stockholders "rights
plan" (which for this purpose shall mean any arrangement pursuant to which,
directly or indirectly, Common Stock purchase rights may be distributed to
stockholders that provide all stockholders, other than persons who meet certain
criteria specified in the arrangement, the right to purchase the Common Stock at
less than the prevailing market price of the Common Stock), unless (i) such
rights plan is adopted by the affirmative vote of no less than eighty percent
(80%) of the members of the Board of Directors voting on such Rights Plan at a
properly called regular or special meeting; and (ii) by its terms, such rights
plan (and the rights issuable pursuant thereto) expires within one hundred
twenty (120) days from the date of its adoption by the Board of Directors,
unless extended by the affirmative vote of a majority of the votes cast


of the capital stock of the Corporation then outstanding and entitled to vote at
an election of directors and present in person or represented by proxy at the
next meeting (annual or special) of stockholders, in which case such rights plan
(and the rights issuable pursuant thereto) may be extended for a period of no
more than ninety (90) days from the expiration of the one hundred twenty (120)
day period; prior to the expiration of the first ninety (90) day extension
period or any subsequent ninety (90) day extension period, such rights plan (and
the rights issuable pursuant thereto) may be extended for an additional period
of ninety (90) days upon the affirmative vote of a majority of the votes cast of
the capital stock of the Corporation then outstanding and entitled to vote at an
election of directors and present in person or represented by proxy at the next
meeting (annual or special) of stockholders.

8. Section 203. Pursuant to section 203(b)(1) of the DGCL, the Corporation
hereby expressly opts not to be governed by section 203 of the DGCL.

9. Indemnification.

9.1 To the extent not prohibited by law, the Corporation shall indemnify any
person who is or was made, or threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding (a "Proceeding"), whether civil,
criminal, administrative or investigative, including, without limitation, an
action by or in the right of the Corporation to procure a judgment in its favor,
by reason of the fact that such person, or a person of whom such person is the
legal representative, is or was a director or officer of the Corporation, or is
or was serving as a director, officer, manager, member, employee or agent or in
any other capacity at the request of the Corporation, for any other corporation,
company, partnership, joint venture, trust, employee benefit plan or other
enterprise (an "Other Entity") while serving as a director or officer of the
Corporation, against judgments, fines, penalties, excise taxes, amounts paid in
settlement and costs, charges and expenses (including attorneys' fees and
disbursements) actually and reasonably incurred by such person in connection
with such Proceeding, if such person acted in good faith and in a manner such
person believed to be in or not opposed to the best interests of the Corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. To the extent specified by the Board
of Directors of the Corporation at any time and to the extent not prohibited by
law, the Corporation may indemnify any person who is or was made, or threatened
to be made, a party to any threatened, pending or completed Proceeding, whether
civil, criminal, administrative or investigative, including, without limitation,
an action by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that such person is or was an employee or agent of
the Corporation, or is or was serving as a director, officer, manager, member,
employee or agent or in any other capacity at the request of the Corporation,
for any Other Entity, against judgment, fines, penalties, excise taxes, amounts
paid in settlement and costs, charges and expenses (including attorneys' fees
and disbursements) actually and reasonably incurred by such person in connection
with such Proceeding, if such person acted in good faith and in a manner such
person believed to be in or not opposed to the best interests of the Corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful.


9.2 The Corporation shall, from time to time, reimburse or advance to any
director or officer or other person entitled to indemnification hereunder the
funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the DGCL, such expenses incurred by or on behalf of any director or officer or
other person may be paid in advance of the final disposition of a Proceeding
only upon receipt by the Corporation of an undertaking, by or on behalf of such
director or officer (or other person indemnified hereunder), to repay any such
amount so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right of appeal that such director,
officer or other person is not entitled to be indemnified for such expenses.

9.3 The rights to indemnification and reimbursement or advancement of expenses
provided by, or granted pursuant to, this Section 9 shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
reimbursement or advancement of expenses may have or hereafter be entitled under
any statute, this Amended and Restated Certificate of Incorporation, the Amended
and Restated By-laws of the Corporation (the "By-laws"), any agreement
(including any policy of insurance purchased or provided by the Corporation
under which directors, officers, employees and other agents of the Corporation
are covered), any vote of stockholders or disinterested directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office.

9.4 The rights to indemnification and reimbursement or advancement of expenses
provided by, or granted pursuant to, this Section 9 shall continue as to a
person who has ceased to be a director or officer (or other person indemnified
hereunder) and shall inure to the benefit of the executors, administrators,
legatees and distributees of such person.

9.5 The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, member, manager, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Section 9, the By-laws or under section
145 of the DGCL or any other provision of law.

9.6 The provisions of this Section 9 shall be a contract between the
Corporation, on the one hand, and each director and officer who serves in such
capacity at any time while this Section 9 is in effect and any other person
indemnified hereunder, on the other hand, pursuant to which the Corporation and
each such director, officer, or other person intend to be legally bound. No
repeal or modification of this Section 9 shall affect any rights or obligations
with respect to any state of facts then or theretofore existing or thereafter
arising or any proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.


9.7 The rights to indemnification and reimbursement or advancement of expenses
provided by, or granted pursuant to, this Section 9 shall be enforceable by any
person entitled to such indemnification or reimbursement or advancement of
expenses in any court of competent jurisdiction. Neither the failure of the
Corporation (including its Board of Directors, its independent legal counsel and
its stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel and its
stockholders) that such person is not entitled to such indemnification or
reimbursement or advancement of expenses shall constitute a defense to the
action or create a presumption that such person is not so entitled. Such a
person shall also be indemnified for any expenses incurred in connection with
successfully establishing his or her right to such indemnification or
reimbursement or advancement of expenses, in whole or in part, in any such
proceeding.

9.8 Any director or officer of the Corporation serving in any capacity in (i)
another corporation of which a majority of the shares entitled to vote in the
election of its directors is held, directly or indirectly, by the Corporation or
(ii) any employee benefit plan of the Corporation or any corporation referred to
in clause (i) shall be deemed to be doing so at the request of the Corporation.

9.9 Any person entitled to be indemnified or to reimbursement or advancement of
expenses as a matter of right pursuant to this Section 9 may elect to have the
right to indemnification or reimbursement or advancement of expenses interpreted
on the basis of the applicable law in effect at the time of the occurrence of
the event or events giving rise to the applicable Proceeding, to the extent
permitted by law, or on the basis of the applicable law in effect at the time
such indemnification or reimbursement or advancement of expenses is sought. Such
election shall be made, by a notice in writing to the Corporation, at the time
indemnification or reimbursement or advancement of expenses is sought; provided,
however, that if no such notice is given, the right to indemnification or
reimbursement or advancement of expenses shall be determined by the law in
effect at the time indemnification or reimbursement or advancement of expenses
is sought.

10. Compromise, Arrangement or Reorganization. Whenever a compromise or
arrangement is proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this Corporation
under the provisions of section 291 of the DGCL or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of section 279 of the DGCL, order a meeting of
the creditors or class of creditors, and/or of the stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders of this Corporation,
as the case may be, agrees to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all
stockholders of this Corporation, as the case may be, and also on this
Corporation.

11. Limitation of Liability. No director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, including breaches resulting from such director's
grossly negligent behavior, except for liability (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith


or which involve intentional misconduct or a knowing violation of law, (c) under
section 174 of the DGCL or (d) for any transaction from which the director
derived any improper personal benefits. If the DGCL is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the DGCL, as
so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

12. By-Laws. The power to make, alter or repeal the By-laws, and to adopt any
new By-law, shall be vested solely in the stockholders. The power to make, alter
or repeal the By-laws, and to adopt any new By-law, shall not be vested in the
Board of Directors.

13. Stockholder Meetings. Any action required or permitted to be taken by the
stockholders of the Corporation may be effected at a duly called annual or
special meeting of such holders and may also be effected by any consent in
writing of such holders in lieu of a meeting. At any annual meeting or special
meeting of stockholders of the Corporation, only such business shall be
conducted as shall have been brought before such meeting in the manner provided
by the By-laws of the Corporation.

      IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation, which restates and amends the Corporation's
Certificate of Incorporation, after having been duly adopted, recommended and
approved by the Board of Directors and adopted by the affirmative vote of a
majority of the outstanding shares of Common Stock in accordance with Sections
242 and 245 of the DGCL, to be signed by its duly authorized officer this
_____day of _________, 1999.



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